Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
On November 15, 2021, the management and the Audit Committee of SilverBox
Engaged Merger Corp I (the "Company") concluded that it is appropriate to
restate its earnings per share calculations that were reflected in the Company's
previously issued unaudited condensed financial statements included in the
Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 and
the Quarterly Report on Form 10-Q for the quarter ended June 30, 2021,
respectively (collectively, the "Prior Financial Statements"). In light of this
restatement, the Company's management has concluded that a material weakness
exists in the Company's internal control over financial reporting for all
periods affected and that the Company's disclosure controls and procedures were
not effective. Accordingly, the earnings per share calculations included in the
Prior Financial Statements should no longer be relied upon. The Company will
include a restatement footnote in its Quarterly Report on Form 10-Q for the
quarter ended September 30, 2021 to reflect the restatement of the earnings per
share calculations included in the Prior Financial Statements.
The Company's management and the Audit Committee have discussed the matters
disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with
Marcum LLP as the Company's independent registered public accounting firm.
Cautionary Statements Regarding Forward-Looking Statements
This Current Report on Form 8-K includes "forward-looking statements" within the
meaning of the safe harbor provisions of the U.S. Private Securities Litigation
Reform Act of 1995. Certain of these forward-looking statements can be
identified by the use of words such as "believes," "expects," "intends,"
"plans," "estimates," "assumes," "may," "should," "will," "seeks," or other
similar expressions. Such statements may include, but are not limited to,
statements regarding the Company's cash position and cash held in its trust
account. These statements are based on current expectations on the date of this
Form 8-K and involve a number of risks and uncertainties that may cause actual
results to differ significantly. The Company does not assume any obligation to
update or revise any such forward-looking statements, whether as the result of
new developments or otherwise. Readers are cautioned not to put undue reliance
on forward-looking statements.
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